Core Viewpoint - The company is revising and establishing internal governance systems in preparation for its upcoming H-share issuance and listing on the Hong Kong Stock Exchange [1][2]. Group 1: Reasons for Revision - The revisions and new governance systems are necessary due to the company's plan to issue overseas listed foreign shares (H shares) [1]. Group 2: Details of Revised and Established Systems - The following internal governance systems are being revised or established: - Related party transaction management system (draft) - External guarantee management system (draft) - Investment decision management system (draft) - Fundraising management system (draft) - Independent director meeting rules (draft) - Board remuneration and assessment committee working details (draft) - Audit committee working details (draft) - Nomination committee working details (draft) - Strategic and sustainable development committee working details (draft) - Information disclosure management system (draft) - Insider information management system (draft) - Confidentiality and archival management system related to overseas securities issuance and listing - Board member diversity policy (draft) [1][2]. Group 3: Implementation Timeline - The revised governance systems will take effect from the date of the H-share issuance and listing on the Hong Kong Stock Exchange, while the current governance systems will remain in effect until further revisions [2].

General Provisions - The company aims to protect the legal rights of shareholders and creditors, and to regulate its organization and behavior according to relevant laws and regulations [2][3] - The company is established as a joint-stock limited company in accordance with the Company Law of the People's Republic of China [2][3] - The company was approved by the China Securities Regulatory Commission for its initial public offering of 30.105 million shares on January 2, 2014, with 21.6132 million new shares and 8.4918 million shares transferred from existing shareholders [4][5] Company Structure and Capital - The registered name of the company is Guangzhou Tinci Materials Technology Co., Ltd, with a registered capital of an unspecified amount [3][4] - The company is a permanent joint-stock limited company, and its assets are divided into equal shares, with shareholders bearing liability limited to their subscribed shares [4][5] - The company can issue both ordinary and preferred shares, with each share having a par value of RMB 1 [6][7] Business Objectives and Scope - The company's business objective is to focus on the research and production of high-tech material technology products, aiming to create maximum economic benefits for all shareholders [5][6] - The main business activities include the processing of non-edible vegetable oils, manufacturing of basic chemical raw materials, dyes, synthetic materials, and various chemical products [5][6] Shareholder Rights and Responsibilities - Shareholders have rights to dividends, participate in shareholder meetings, supervise company operations, and transfer their shares [13][14] - Shareholders are obligated to comply with laws and regulations, pay for their subscribed shares, and not abuse their rights to harm the company or other shareholders [16][17] Shareholder Meetings - The company holds annual and temporary shareholder meetings, with the annual meeting required to be held within six months after the end of the previous fiscal year [24][25] - Shareholder meetings can be conducted both in-person and online, providing convenience for participation [25][26] - Proposals for shareholder meetings must be within the scope of the meeting's authority and must be clearly defined [29][30] Financial and Operational Governance - The company must obtain shareholder approval for significant financial decisions, including external guarantees and major asset purchases exceeding 30% of the latest audited total assets [23][24] - The company is required to maintain financial independence from its controlling shareholders and must not engage in transactions that could harm the interests of the company or its shareholders [41][42]

Core Viewpoint - The establishment of the Strategic and Sustainable Development Committee aims to enhance the company's strategic planning, investment decision-making processes, and ESG management, thereby promoting sustainable development [2][5]. Group 1: General Provisions - The committee is set up to improve the company's development planning, decision-making quality, and governance structure, in line with various regulations and guidelines [2]. - The committee will focus on long-term strategic planning, major investment decisions, and ESG-related work [2]. Group 2: Composition of the Committee - The committee consists of five directors, including at least one independent director [3]. - The chairman of the committee will be the company's chairman, and the term of the committee aligns with that of the board [5]. Group 3: Responsibilities and Authority - The committee is responsible for researching and proposing suggestions on long-term strategic planning, major financing matters, and significant equity investment projects [6]. - It will also oversee the construction of the ESG system, assess ESG risks, and guide the execution of ESG-related work [6]. Group 4: Decision-Making Procedures - The board secretary will coordinate the preparation of project analysis and evaluation for the committee's decision-making [10]. - The committee will hold meetings based on the feasibility reports provided and submit proposals to the board for approval [11]. Group 5: Meeting Rules - Meetings must be notified to all members three days in advance, and can be held in person or via communication methods [12]. - The committee can invite external professionals for advice if necessary, with costs covered by the company [12][13]. Group 6: Supplementary Provisions - The working rules will take effect upon the company's H-share listing and are subject to relevant laws and regulations [14][15].

Core Points - The company has established a system to ensure national economic security and protect public interests during the process of issuing securities and listing abroad [1][2] - The system applies to the entire process of overseas issuance and listing, including application, review, filing, and listing stages [1][2] - The company and its subsidiaries must adhere to relevant laws and regulations, including the Securities Law and the Confidentiality Law, to manage state secrets and archives [2][3] Group 1 - The system defines "overseas issuance and listing" as the issuance and listing of securities outside the mainland of the People's Republic of China [1] - The company must take confidentiality measures for any state secrets involved in the overseas issuance and listing process [2][3] - The company and its securities service institutions must strictly implement relevant laws and regulations, enhancing awareness of confidentiality and archive management [3][4] Group 2 - Any documents or materials involving state secrets must be approved by the relevant authorities before being disclosed to securities service institutions or foreign regulatory bodies [3][4] - The company must ensure that any work papers or archives formed during the provision of securities services are stored within the mainland [6][7] - Regular self-checks and inspections will be conducted to ensure compliance with confidentiality and archive management [7][8]

Core Viewpoint - The company establishes a system for managing related party transactions to ensure fairness, transparency, and protection of the interests of all shareholders, especially minority investors [1][2]. Group 1: Related Party Transactions - Related party transactions are defined as the transfer of resources or obligations between the company and its related parties [1][2]. - The company categorizes related party transactions and follows relevant laws and regulations for approval and disclosure [2][3]. - Basic principles for related party transactions include equality, voluntary participation, fairness, and the avoidance of conflicts of interest by related parties during voting [2][3][4]. Group 2: Definition of Related Parties - Related parties include both legal entities and natural persons as defined by the China Securities Regulatory Commission and relevant stock exchange rules [4][5]. - The company identifies related legal entities and natural persons based on specific criteria, including significant shareholders and family members of key personnel [5][6]. Group 3: Transaction Types and Pricing - Related party transactions encompass various types, including asset purchases, financial assistance, and joint investments [9][10]. - Pricing for related party transactions should follow national pricing, market prices, or negotiated prices, ensuring fairness and transparency [12][13]. Group 4: Approval and Disclosure Procedures - Transactions exceeding certain thresholds require board approval and timely disclosure to shareholders [13][18]. - The company must disclose details of related party transactions, including counterparties, transaction amounts, and pricing methods [17][19]. Group 5: Voting and Conflict of Interest - Related directors and shareholders must abstain from voting on matters involving related party transactions to prevent conflicts of interest [20][21]. - The company has established procedures for identifying and managing conflicts of interest among directors and shareholders [20][21]. Group 6: Implementation and Compliance - The system for managing related party transactions is effective upon approval by the company's shareholders and is subject to ongoing compliance with relevant regulations [30][29].

Core Viewpoint - The company has established a comprehensive internal information management system to ensure confidentiality and compliance with relevant laws and regulations regarding insider information disclosure [1][2][3]. Group 1: Insider Information Management - The board of directors is designated as the management body for insider information, with the chairman as the primary responsible person and the board secretary responsible for implementation [2][3]. - The securities affairs department is the sole department responsible for information disclosure and investor relations management, ensuring that no internal information is disclosed without board approval [2][3]. - Insider information is defined as information related to the company's operations, finances, investments, or any information that could significantly impact the trading price of the company's stock, which has not been publicly disclosed [2][3][4]. Group 2: Scope of Insider Information - Insider information includes significant changes in business policies, major asset transactions exceeding 30% of total assets, important contracts, and any major debts or losses [3][4]. - Other aspects include changes in management, significant shareholder changes, dividend distribution plans, and any legal or regulatory investigations involving the company [4][5]. Group 3: Insider Information Disclosure Procedures - The company must maintain a record of insider information and the individuals who are privy to it, ensuring that this information is disclosed only after proper verification and approval [9][10]. - In cases of significant events, the securities affairs department must notify relevant insiders to complete the insider information archives promptly [8][10]. - The company is required to report any abnormal trading activities to the stock exchange if insider information leaks or if there are significant fluctuations in stock prices prior to official announcements [15][16]. Group 4: Confidentiality and Accountability - All insiders are obligated to maintain confidentiality and are prohibited from trading the company's stock based on insider information [20][21]. - The company will impose penalties on individuals who violate confidentiality agreements or engage in insider trading, including potential criminal charges [25][26]. - The board of directors is responsible for overseeing the implementation of the insider information management system and ensuring compliance with relevant regulations [12][13].

General Provisions - The company establishes rules to regulate its behavior and ensure shareholders can exercise their rights according to relevant laws and regulations [1][2] - The board of directors is responsible for organizing shareholder meetings diligently and on time [1][3] Shareholder Meeting Regulations - The shareholder meeting is the company's authority body, exercising powers within the scope defined by laws and the company's articles of association [3][4] - Shareholder meetings can be annual or temporary, with annual meetings held within six months after the end of the previous fiscal year [5][6] Proposal and Notification - Proposals for the shareholder meeting must fall within the authority of the meeting and be clearly defined [17][18] - The company must notify shareholders of the meeting details at least 21 days in advance for annual meetings and 15 days for temporary meetings [19][20] Voting and Resolutions - Resolutions can be ordinary or special, with ordinary resolutions requiring a simple majority and special resolutions requiring two-thirds approval [26][27] - Shareholders can vote in person or by proxy, and each share carries one vote [30][31] Related Party Transactions - Related shareholders must abstain from voting on matters involving related party transactions, and such transactions require approval from non-related shareholders [32][34] - The board must provide written opinions on whether related transactions are beneficial to the company [50][51]

Core Viewpoint - The company has established a comprehensive system for managing and utilizing raised funds to enhance efficiency and protect investor interests, in compliance with relevant laws and regulations [2][4][31]. Fund Management and Usage - The raised funds are defined as capital obtained through the issuance of stocks or other equity-like securities, excluding funds raised for equity incentive plans [2][3]. - The company must ensure that the raised funds are used strictly for publicly disclosed projects, with any changes requiring shareholder approval and proper disclosure [4][10]. - A special account must be established for the management of raised funds, and these funds should not be mixed with other funds or used for unauthorized purposes [5][8]. Oversight and Reporting - The board of directors is responsible for timely disclosure of the usage of raised funds and must monitor their management to prevent risks [4][10]. - The company must maintain detailed records of fund expenditures and project investments, and report on the status of raised funds in annual reports [11][26]. Investment Projects - Funds must be used exclusively for the intended investment projects as outlined in the issuance documents, and any significant deviations must be promptly announced [10][12]. - The company is prohibited from using raised funds for high-risk investments or for financial assistance to others [11][12]. Handling of Surplus Funds - Surplus funds, defined as amounts exceeding the planned fundraising target, should be allocated to ongoing or new projects, or for share buybacks [14][15]. - The company must have a clear plan for the use of surplus funds, which should be approved by the board and disclosed to shareholders [15][16]. Compliance and Auditing - The internal audit department is required to conduct quarterly checks on the management and usage of raised funds, reporting findings to the audit committee [26][37]. - The company must engage an external auditor to verify the management of raised funds and disclose the audit results in regular reports [28][30].

天赐材料（002709） 广州天赐高新材料股份有限公司 董事会审计委员会工作细则（草案） （H 股发行并上市后适用） 第一章 总 则 第一条 为充分发挥广州天赐高新材料股份有限公司（以下简称"公司"） 董事会决策功能，做到事前审计、专业审计，确保董事会对经营层的有效监督， 完善公司治理结构，根据《中华人民共和国公司法》、《上市公司独立董事管理 办法》、《上市公司治理准则》、《深圳证券交易所上市公司自律监管指引第 1 号 ——主板上市公司规范运作》《香港联合交易所有限公司证券上市规则》（以 下简称"《香港上市规则》"）、公司股票上市地证券监管规则等有关规定以及 《广州天赐高新材料股份有限公司公司章程》（以下简称"《公司章程》"）、 《董事会议事规则》，公司特设立董事会审计委员会（以下简称"审计委员会"）， 并制定本工作细则。 第二条 公司董事会设置审计委员会，行使《公司法》规定的监事会的职权。 第二章 人员组成 第三条 审计委员会成员为三名，为不在公司担任高级管理人员的非执行 董事或独立董事组成，独立董事过半数，委员中至少有 1 名独立董事为具备公司 股票上市地证券监管规则规定的具备会计或财务管理专长的专业人士 ...

Core Viewpoint - Several listed companies in the Shanghai and Shenzhen markets have announced significant developments, including management changes, stock trading fluctuations, and major contracts, which may present investment opportunities and risks for investors [2]. Group 1: Management Changes and Legal Issues - Scanda's chairman and general manager, Li Yuejie, along with director Zhu Chuncheng, have been subjected to criminal coercive measures due to alleged violations related to information disclosure [3]. - Longhong High-Tech is planning to acquire 100% equity of Guangxi Changke, leading to a stock suspension for up to 10 trading days [6]. Group 2: Stock Trading and Performance - New Asia Electronics reported abnormal stock trading with a cumulative price deviation exceeding 20% over three days, while confirming that its operations are normal and consistent with previously disclosed share reduction plans [5]. - ST Tiexin announced the removal of risk warnings and a name change, which will increase the trading limit from 5% to 10% [8]. Group 3: Financial Performance Forecasts - Industrial Fulian expects a net profit increase of 36.84% to 39.12% year-on-year for the first half of 2025, driven by a surge in AI-related business [18]. - Huayou Cobalt anticipates a net profit increase of 55.62% to 67.59% for the same period, benefiting from integrated operations and rising cobalt prices [19]. - Guoli Co. forecasts a staggering net profit increase of 130.91% to 158.08% for the first half of 2025, attributed to new product and market expansions [20]. - Bangji Technology expects a net profit increase of 166.77% to 200.91%, driven by increased sales from direct sales channels [21]. - Lier Chemical predicts a net profit increase of 185.24% to 196% due to rising product sales and cost reduction efforts [25]. Group 4: Major Contracts and Projects - Huadian Science and Technology signed significant contracts worth approximately RMB 25.16 billion for coal handling and transportation systems [41]. - Aerospace Engineering is the first candidate for a project with a bid of RMB 23.92 billion for a coal gasification facility [43].